flws20171212_8k.htm

 

 

UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

 

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): December 11, 2017

 

1-800-FLOWERS.COM, INC.

 

(Exact name of registrant as specified in its charter)

 

 

Delaware

(State of incorporation)

0-26841

(Commission File Number)

11-3117311

(IRS Employer Identification No.)

 

One Old Country Road, Suite 500

Carle Place, New York 11514

 

 (Address of principal executive offices) (Zip Code)

 

(516) 237-6000

 

(Registrant's telephone number, including area code)

 

N/A

 

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:

 

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

 

 

 

 

ITEM 5.07 Submission of Matters to a Vote of Security Holders

 

1-800-FLOWERS.COM, Inc. (the “Company”) held its Annual Meeting of Stockholders on December 11, 2017.  The stockholders considered five proposals, each of which is described in more detail in the Proxy Statement.  The matters voted upon at the meeting and the results of the votes are stated below.

 

 

1.          The following nominees for directors were elected to serve a one year term expiring at the 2018 annual meeting of the stockholders:

 

Nominee

For

Withheld

Broker Non-Votes

Geralyn Breig

268,096,407

6,002,506

4,378,527

Celia Brown

273,719,402

379,511

4,378,527

James Cannavino

273,665,548

433,365

4,378,527

Eugene DeMark

267,393,914

6,704,999

4,378,527

Leonard Elmore

270,426,242

3,672,671

4,378,527

Sean Hegarty

268,096,806

6,002,107

4,378,527

Christopher G. McCann

273,719,984

378,929

4,378,527

James F. McCann

272,375,912

1,723,001

4,378,527

Katherine Oliver

273,751,490

347,423

4,378,527

Larry Zarin

273,933,294

165,619

4,378,527

 

2.          The stockholders ratified the appointment of BDO USA, LLP to serve as registered public accountants for the fiscal year ending July 1, 2018.

 

For

Against

Abstain

Broker Non-Votes

278,398,176

35,726

43,538

-


3.          The stockholders approved the Company’s executive compensation (Say-on-Pay) by a non-binding advisory vote.

 

For

Against

Abstain

Broker Non-Votes

272,136,133

1,920,998

41,782

4,378,527

 

4.          The non-binding advisory vote on the frequency (Say-on-Frequency) of holding future stockholder advisory votes on executive officer compensation was as follows:

 

One Year

Two Years

Three Years

Abstain

Broker Non-Votes

11,386,304

39,031

262,638,709

34,869

-

 

5.          The stockholders rejected a shareholder proposal to provide that all of the Company's outstanding stock have one vote per share.

 

For

Against

Abstain

Broker Non-Votes

16,264,339

257,788,902

45,672

4,378,527

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Date:  December 12, 2017

 

1-800-FLOWERS.COM, Inc.

 

 

By:  /s/ William E. Shea

       William E. Shea

       Chief Financial Officer & Senior Vice-President